**Exhibit 10.1**

 

**Prudential Equity Group, LLC**

**One New York Plaza, 15thFloor**

**New York, New York 10292**

 

March 30, 2004 

 

World Monitor Trust 

Prudential Securities Futures Management Inc. 

One New York Plaza, 13th Floor 

New York, New York 10292 

 

Re: Consent to Assignment and Assumption of Brokerage Agreement

 

Reference is hereby made to the Brokerage Agreement by and between World Monitor Trust (the “**Trust**”) and Prudential Equity Group, LLC (f/k/aPrudential Securities Incorporated (“**PEG**”)), dated as of March 24, 1998 (the “**Agreement**”). 

 

In connection with the transfer, effective as of January 1, 2004 (the “**Effective Date**”), of PEG’s futures and derivatives business to PFDSHoldings LLC (“**Holdings**”),**** and the further transfer of that business to Prudential Financial Derivatives, LLC, a wholly-owned subsidiary of Holdings (“**PFD**”), PEG hereby assigns, transfers and sets over to PFDall the rights, title and interest, powers, privileges and remedies of PEG under the Agreement, and PEG hereby delegates, and PFD hereby assumes, all duties, liabilities and obligations of PEG under the Agreement, with the same force and effect asif PFD had been an original party to the Agreement, which assignment, delegation and assumption (the “**Assignment**”) shall be effective as of 12:01 a.m. on the Effective Date. As of the Effective Date, the Agreement shall be deemed tohave been amended to delete all references to PEG as a party thereto and to substitute therefor references to PFD. 

 

Any information set forth in the Agreement relating to PEG’s names and addresses for communications between the parties shall be deemed to have been deletedand replaced by the information relating to PFD set forth below: 

 

Prudential Financial Derivatives, LLC 

One New York Plaza, 13th Floor 

New York, New York 10292 

Attention: Richard H. Hulit, Jr. 

 

The Trust herebyconsents to the Assignment of the Agreement and the resulting assignment of rights and delegation of duties as set forth above. The Trust releases PEG from any and all obligations and liabilities arising under the Agreement, excluding any obligationor liability under the Agreement arising in connection with transactions that were effected prior to the Effective Date. Further, the Trust agrees to look solely to (a) PEG to satisfy and perform all liabilities and obligations under the Agreementarising before the Effective Date, and (b) PFD to satisfy and perform all liabilities and obligations under the Agreement arising after the Effective Date. 

PFD agrees that the Assignment of the Agreement to PFD will not diminish or otherwise adversely affect any of theTrust’s rights under the Agreement, all of which are hereby ratified and confirmed and shall remain in full force and effect. This consent may be executed in any number of counterparts, each of which will be deemed an original, but all of whichtogether will constitute one and the same instrument. 

PRUDENTIAL EQUITY GROUP, LLC 

 
By: 
/s/ MICHAEL J. DUGAN        
    
Name: Michael J. Dugan

Title: Chief Financial Officer

 

PRUDENTIAL FINANCIALDERIVATIVES, LLC 

 
By: 
/s/ RICHARD H. HULIT, JR.        
    
Name: Richard H. Hulit, Jr.

Title: Sr. Vice President

 

**AGREED AND ACCEPTED:**

 

WORLD MONITOR TRUST 

 

By: Prudential Securities Futures Management Inc., Managing Owner 

 

By:
 
/s/ BRIAN J. MARTIN        
              
Name: Brian J. Martin

Title: President